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Business Transfer Agreement

A completed fictional asset business sale agreement identifying transferred assets, excluded liabilities, employees, completion mechanics and warranties.

Jurisdiction: England and Wales - completed fictional worked example

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Important: This sample provides general legal information only and is not legal advice. Check the law, prescribed forms and signing requirements that apply to your exact jurisdiction and circumstances before use.

# BUSINESS TRANSFER AGREEMENT

Date: 1 March 2029

Parties: Lark & Finch Foods Ltd and Riverstone Retail Ltd

## 1. Parties and purpose

Lark & Finch Foods Ltd (Seller) sells the operating assets of its Harbourside bakery at 6 Mill Quay, Newcastle NE1 3DX to Riverstone Retail Ltd (Buyer) on the terms of this agreement. The sale is an asset sale, not a transfer of the Seller's shares.

## 2. Money and rights

The business includes the ovens, display equipment, brand goodwill, website domain, recipes, customer contracts listed in Schedule 2 and stock counted at completion. Cash, the Seller's tax liabilities, pre-completion claims and the freehold remain excluded.

## 3. Duties and operation

The price is £420,000 plus the value of good stock, payable £40,000 on signing and £380,000 at completion by cleared BACS. Completion occurs on 29 March 2029 after landlord consent to assignment and delivery of the agreed asset list.

## 4. Consent and management

The parties will comply with TUPE where the organised grouping transfers. The Seller will provide employee liability information and consult as required; the Buyer will offer employment on transferred terms subject to applicable law. Buyer assumes post-transfer employment liabilities, while Seller retains liabilities arising before transfer unless law allocates them otherwise.

## 5. Ending and remedies

Seller warrants title to assets, authority, accounts prepared consistently, no undisclosed material litigation, and that disclosed contracts are assignable or consent will be obtained. Buyer has inspected the bakery and takes no warranty about future sales; fraud and deliberate concealment are not excluded.

## 6. Legal reservations

Before completion Seller operates normally and preserves insurance, records and supplier relationships. On completion it transfers keys, passwords, records and approved contracts. Either party may terminate for a failed condition or material breach; damages and other lawful remedies remain available.

## 7. Signatures

England and Wales law governs. VAT and any transfer of a going concern treatment will be handled on advice from the parties' accountants, not assumed by this document. The directors sign on 1 March 2029.

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